Independent Contractor Agreement
1. Contractual Relationship
This Independent Contractor Agreement ("Agreement", "Terms", "the Terms", or "these Terms") between you ("you" or "your") and LayoverStop, LLC ("LAYOVERSTOP", "our", "we", or "us") governs your access and use of certain of the applications, websites, content, platform, technology, products, and services made available by LAYOVERSTOP (the "Services"). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.
Your access and use of the Services constitutes your unconditional agreement to be bound by these Terms, and such access and/or use shall establish a contractual relationship between you and LAYOVERSTOP which shall be on the terms, agreements and conditions set forth in this Agreement. If you do not agree to these Terms, you may not access or use the Services. This Agreement constitutes the entire agreement between you and LAYOVERSTOP with respect to the subject matter hereof, there are no agreements or understandings between you and LAYOVERSTOP with respect to the subject matter hereof other than those expressly set forth in this Agreement, and this Agreement supersedes all prior communications, agreements, arrangements and understandings between and/or among you and LAYOVERSTOP relating to the subject matter hereof. LAYOVERSTOP may immediately terminate these Terms or any Services with respect to you or to any third party, or generally cease offering or deny access to the Services or any portion thereof, from time to time and for any reason whatsoever.
LAYOVERSTOP may amend the Terms from time to time and for any reason whatsoever. Your continued access or use of the Services after such posting constitutes your consent and agreement to be bound by the Terms, as amended, supplemented or updated. You understand that you are an independent contractor and you are not an employee of LAYOVERSTOP.
You agree that all of the travelers, persons and entities that we connect with you, introduce to you, or procure are the customers of LAYOVERSTOP ("LAYOVERSTOP's Customers", or "Customers"). All payments are processed through LAYOVERSTOP's payment system and you shall not directly accept payment from any of LAYOVERSTOP's Customers unless explicitly agreed upon prior to booking. Further, you shall contact and otherwise communicate with LAYOVERSTOP's Customers solely and exclusively through our website or our officers. You also hereby acknowledge and agree that you shall not market or promote any of your services directly with any of LAYOVERSTOP's Customers. Any such marketing or promotion by you (including, any attempt or threatened attempt by you to so market or promote any of your services directly with any of LAYOVERSTOP's Customers) will constitute a breach by you of this Agreement and result in our immediate termination of this Agreement.
2. Acceptance of Customer Terms and Conditions
You acknowledge, agree, represent and warrant (i) that you have read and understand the LAYOVERSTOP "Customer Terms and Conditions", (ii) that such "Customer Terms and Conditions" and this Agreement govern your relationship with LAYOVERSTOP's Customers, and (iii) that you will conduct your relationship with our Customers in accordance with such "Customer Terms and Conditions" and this Agreement. A copy of these "Customer Terms and Conditions" can be found in a link from the home page of Such "Customer Terms and Conditions" are made a part of this Agreement, shall be binding upon and enforceable against you, and we may amend, update and/or supplement the "Customer Terms and Conditions" from time to time and for any reason whatsoever.
3. The Services
The Services constitute, in part, a technology platform that enables users of LAYOVERSTOP's websites provided as part of the Services (each, an "Application") to arrange and schedule transportation and/or logistics services, provide tours services with third party providers of such services, including independent third party transportation and tour providers, third party logistics providers under agreement with LAYOVERSTOP or certain of LAYOVERSTOP's affiliates ("Third Party Providers"). Unless otherwise agreed by LAYOVERSTOP in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. YOU ACKNOWLEDGE THAT LAYOVERSTOP DOES NOT PROVIDE TRANSPORTATION OR LOGISTICS SERVICES OR FUNCTION AS A TOUR SERVICE PROVIDER NOR IS LAYOVERSTOP A TRANSPORTATION CARRIER.
LAYOVERSTOP connects you with travelers who are seeking to obtain tours and travel related services. We do this through our website, LayoverStop.com ("Site"), or on our mobile application ("App"), which is a communications and payment processing system for enabling this connection. As well as maintaining the Site, LAYOVERSTOP handles customer service through telephone and email, the App, markets the Site through various means including search engine optimization, pay per click programs, public relations and advertising. We collect from the customer / traveler and withhold a 50% commission and pay 4% booking/processing fee, and we submit the balance to you.
4. Use of Site and Services
LAYOVERSTOP connects you with travelers who are seeking tours and travel related services. We do this through our Site, and through our App that is a communications and payment processing system for enabling this connection.
Upon our acceptance of you as a Tour Guide, you may use the Site and the App to create a profile of yourself, set up web pages that describe the tours you provide and utilize the calendar to indicate your availability. Your profile and descriptions of the tours you provide (i) must be truthful and accurate in all respects, (ii) shall comply will all laws and regulations, and (iii) shall not be misleading or offensive [as determined by LAYOVERSTOP].
Subject to your compliance with these Terms, LAYOVERSTOP grants you a limited, non-exclusive, non-sub-licensable, revocable, conditional and non-transferrable license to: (i) access and use the App on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any and all rights not expressly granted herein are reserved and retained by LAYOVERSTOP, the Third Party Providers and LAYOVERSTOP's licensors.
You shall not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by LAYOVERSTOP in writing; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
You shall not, either directly or indirectly, divert or attempt to divert or solicit or attempt to solicit any of LAYOVERSTOP's Customers or any of our prospective customers to you or for your benefit, or to any competitor of LAYOVERSTOP or for the benefit any competitor of LAYOVERSTOP, or to any third party or for the benefit of such third party, by direct or indirect inducement or otherwise, and (ii) you shall not, either directly or indirectly, interfere with our contracts and relationships, or prospective contracts and relationships. You acknowledge and agree that (i) the foregoing restrictions are necessary to prevent disclosure of our trade secrets and/or confidential information, (ii) we have a bona-fide, legitimate and valuable interest in protecting Customers procured through the use of our name, our resources, our Site and/or our App, (iii) we have a bona-fide, legitimate and valuable interest in protecting and safeguarding our good will, brand and business, and (iv) we would not have entered into this Agreement with you but for your agreement to comply with such restrictions.
7. Acceptance as a Tour Guide
Any individual or company who is able to enter into a legally binding and enforceable contract may apply to become an LAYOVERSTOP Tour Guide. Upon application through the Site, LAYOVERSTOP will begin the acceptance process. Details of this process are posted on the Site and may include telephone interviews, submission of documents, checking of references and completion of training and examination.
LAYOVERSTOP will make use of a third-party verification service in order to perform background checks. These services may verify information such as name, address, social security number, and criminal background and driving records.
The success of the LAYOVERSTOP concept is based on the quality of the experience that you as a Tour Guide deliver. Therefore, we are highly selective in the people we choose to work with.
Our acceptance of you as an independent contractor is at the sole discretion of LAYOVERSTOP and we reserve the right to refuse anyone for any reason.
8. Provision of the Services
You acknowledge that portions of the Services may be made available under LAYOVERSTOP's various brands or request options associated with transportation or logistics, tour services including the transportation request brands currently referred to as "LayoverStop.com". You also acknowledge that the Services may be made available under other brands or request options designated or selected by us, in our sole discretion and from time to time, and that the Services may be made available under such brands or request options by or in connection with among other things: (i) certain of LAYOVERSTOP's subsidiaries and affiliates; or (ii) independent Third Party Providers, including Transportation Network Company drivers, Tour Companies, Tour Guides, Transportation Charter Permit holders or holders of similar transportation permits, authorizations or licenses.
9. Third Party Services and Content
10. Payments to You
If LAYOVERSTOP collects the entire amount paid for the services you have provided, we will pay you all funds actually received by us for such services, less a 50% commission.
In the rare case where LAYOVERSTOP collects only the booking/processing fee, then LAYOVERSTOP shall retain the booking/processing fee and no payment will be due to you.
Payments by LAYOVERSTOP to you are made according to a variety of methods, determined by us when your account is approved. At any time, you may request a change in payment method, from those then made available by us.
The Services and all rights therein are and shall remain LAYOVERSTOP's property or the property of LAYOVERSTOP's licensors, as the case may be. Neither these Terms nor your use of the Services convey or grant to you any rights, interests, ownership, claims or entitlements: (i) in, concerning, in connection with, or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner whatsoever LAYOVERSTOP's company names, logos, product and service names, intellectual property, proprietary information, confidential information, trademarks or services marks or those of LAYOVERSTOP's licensors.
12. User Accounts
You must register with LAYOVERSTOP for a personal user Services account ("Account") and you must maintain an active Account throughout the term of this Agreement. You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to LAYOVERSTOP certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may (in our discretion) result in your inability to access and use the Services, deactivation of your Account, LAYOVERSTOP's termination of this Agreement with you, and/or LAYOVERSTOP seeking all remedies available under this Agreement. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by LAYOVERSTOP in writing, you may only possess one Account.
13. User Requirements and Conduct
The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive transportation or logistics services from Third Party Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes (e.g., no transport of unlawful or hazardous materials). You will not in your use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.
14. Promotional Codes
LAYOVERSTOP may, in LAYOVERSTOP's sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider's services, subject to any additional terms that LAYOVERSTOP establishes (in our sole discretion) on a per promotional code basis ("Promo Codes"). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted in writing by LAYOVERSTOP; (iii) may be disabled by LAYOVERSTOP at any time for any reason without liability to LAYOVERSTOP; (iv) may only be used pursuant to the specific terms that LAYOVERSTOP establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. LAYOVERSTOP reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you, any other user, or any other person in the event that LAYOVERSTOP determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.
15. User Provided Content
LAYOVERSTOP may, in LAYOVERSTOP's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to LAYOVERSTOP through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions ("User Content"). Any User Content provided by you remains your property. However, by providing User Content to LAYOVERSTOP, you grant LAYOVERSTOP a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and LAYOVERSTOP's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content, or you have all rights, licenses, consents and releases necessary to grant LAYOVERSTOP the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available such User Content nor LAYOVERSTOP's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by LAYOVERSTOP in its sole discretion, whether or not such material may be protected by law. LAYOVERSTOP may, but shall not be obligated to, review, monitor, or remove User Content, at LAYOVERSTOP's sole discretion and at any time and for any reason, without notice to you.
16. Network Access and Devices
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. LAYOVERSTOP does not guarantee, represent or warrant that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
17. Disclaimers; Limitation of Liability; Indemnity
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." LAYOVERSTOP DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, LAYOVERSTOP MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SULAYOVERSTOPBILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. LAYOVERSTOP DOES NOT GUARANTEE, NOR DOES LAYOVERSTOP MAKE ANY REPRESENTATION OR WARRANTY CONCERNING OR IN CONNECTION WITH, THE QUALITY, SULAYOVERSTOPBILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
B. LIMITAION OF LIABILITY
LAYOVERSTOP SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF LAYOVERSTOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LAYOVERSTOP SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF LAYOVERSTOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LAYOVERSTOP SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND LAYOVERSTOP'S REASONABLE AND DIRECTCONTROL. YOU ACKNOWLEDGE THAT THIRD PARTY TRANSPORTATION PROVIDERS PROVIDING TRANSPORTATION SERVICES REQUESTED THROUGH SOME REQUEST BRANDS MAY OFFER RIDESHARING OR PEER-TO-PEER TRANSPORTATION SERVICES AND MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. IN NO EVENT SHALL LAYOVERSTOP'S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED U.S. DOLLARS ($500.00 USD).
THE LIMITATION AND DISCLAIMER IN THIS SECTION 17 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
You agree to indemnify and hold LAYOVERSTOP and its officers, directors, members, managers, representatives, owners, attorneys, accountants, employees, and agents harmless from any and all claims, demands, damages, losses, costs, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services, or services or goods obtained through your use of the Services; (ii) your breach, default or violation of any of these Terms; (iii) LAYOVERSTOP's use of your User Content; (iv) your violation of, or failure to comply with, the rights of any third party, including Third Party Providers; or (v) your violation, or failure to comply with, any applicable laws, ordinances or regulations.
18. Dispute Resolution
You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, enforcement, interpretation or validity thereof or the use of the Services (individually a "Dispute", and collectively "Disputes") will be settled by binding arbitration between you and LAYOVERSTOP, except that you and LAYOVERSTOP retain certain rights to bring the "Court Matters" in a court of competent jurisdiction. The term "Court Matters" means (i) an action in county court for damages less than $2,500.00, (ii) an action by us against you for damages [and any related relief or remedies] concerning, arising from or in connection with your breach, default, non-compliance, or violation of this Agreement, (iii) an action by us against you seeking injunctive and/or other equitable relief to prevent a breach or threatened breach of this Agreement by you, (iv) an action by us against you seeking specific performance of any of your obligations, duties, requirements, agreements, or acts set forth in this Agreement, and/or (v) an action by us against you seeking injunctive and/or other equitable relief to prevent your actual or threatened infringement, misappropriation or violation of LAYOVERSTOP's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You consent, acknowledge and agree that temporary and permanent injunctive and/or other equitable relief may be granted in any in any action or actions referred to in the foregoing (iii) and/or (v), without the necessity of proof of actual damages, and we shall not be required to prove actual damage or to post bond or other security. In the event that we do apply for such an injunction and/or other equitable relief, you shall not raise as a defense thereto that we have an adequate remedy at law. You acknowledge and agree that you and LAYOVERSTOP are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and LAYOVERSTOP otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. This Section 18 will survive any termination or expiration of this Agreement.
B. Arbitration Rules
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section 18.
C. Arbitration Process
A party who desires to initiate arbitration must deliver to the other party a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of California, USA and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
D. Arbitration Procedure
The arbitration will be conducted solely on the basis of documents you and LAYOVERSTOP submit to the arbitrator, unless either you or LAYOVERSTOP request a hearing or the arbitrator determines that a hearing is necessary. Otherwise, the right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the nature of the arbitration.
E. Arbitrator's Decision
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof in Orange County, Florida, USA. The arbitrator's award of damages must be consistent with the terms of this Agreement as to the types and the amounts of damages for which a party may be held liable.
LAYOVERSTOP shall have the right to make changes to this Section 18 after the date you first accepted these Terms (or accepted any subsequent changes to these Terms). Any such change by LAYOVERSTOP shall be effective on the first to occur of the date you are given notice of such change or the date such change is posted on the Site. You may reject any such change by providing LAYOVERSTOP written notice of such rejection by mail or hand delivery to: LayoverStop, LLC. 409 N Pacific Coast Highway Redondo beach, CA 90277 Suite 503, or by email from the email address associated with your Account to: , within 30 days of the date such change became effective. In order to be effective, your rejection notice must include your full name and clearly indicate your intent to reject changes to this Section 18. By rejecting a change, you are agreeing that any Dispute between you and LAYOVERSTOP will be resolved in accordance with the provisions of this Section 18 as of the date you first accepted these Terms, or if you have subsequently accepted any change to these Terms, as of the date you last accepted a change.
19. Choice of Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, USA, without giving effect to any conflict of laws principles thereof, except as may be otherwise provided in supplemental terms adopted by LAYOVERSTOP applicable to your region. Without limiting the generality of the foregoing, any Dispute (including any dispute as to the meaning, effect, interpretation, performance, enforcement or validity of this Agreement) shall be resolved in accordance with the laws of the State of California, USA, without regard to the conflict of laws provisions thereof.
Any arbitration in connection with, arising out of, or related in any way to this Agreement shall be brought exclusively in Los Angeles, California, USA. The parties to this Agreement irrevocably and unconditionally waive any objection which either of them may now or hereafter have to the bringing of any such arbitration in Los Angeles, California, USA, including any objections based on jurisdiction, venue, or forum non conveniens.
Any litigation, lawsuit, court proceeding or action in connection with, arising out of, or related in any way to any of the Court Matters, or to the enforcement of an arbitration award rendered under this Agreement, shall be brought exclusively in the State courts in Los Angeles, California, USA. The parties to this Agreement irrevocably and unconditionally waive any objection which either of them may now or hereafter have to the bringing of any such litigation, lawsuit, court proceeding or action in such courts, including any objections based on jurisdiction, venue, or forum non conveniens.
21. Claims of Copyright Infringement
You must send any claims of copyright infringement to LAYOVERSTOP's designated agent. Please visit LAYOVERSTOP's web page at for the designated address and additional information.
LAYOVERSTOP may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, by hand-delivery, or by written communication sent by first class mail or pre-paid to your address in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting if sent by first class mail or pre-paid post, or upon receipt by you if hand-delivered, or 12 hours after sending if sent by email. You shall give written notice to LAYOVERSTOP, with such notice deemed given when received by LAYOVERSTOP, at any time by first class mail or pre-paid post to: , LLC. 409 N Pacific Coast Highway Redondo beach, CA 90277 Suite 503.
23. Effective Date and Termination
This Agreement shall be effective when LAYOVERSTOP gives you notice that LAYOVERSTOP has accepted you as a Tour Guide. In addition to any other termination permitted elsewhere in this Agreement, this Agreement may be terminated as follows: (i) either party may terminate this Agreement by giving the other party fifteen (15) days' notice of termination, (ii) LAYOVERSTOP may terminate this Agreement immediately if you are convicted of any crime or offense, (iii) LAYOVERSTOP may terminate this Agreement immediately if you fail or refuse to comply with any applicable law, ordinance, statute, rule or regulation, (iv) LAYOVERSTOP may terminate this Agreement immediately if you have attempted to defraud or abuse LAYOVERSTOP, the Third Party Providers or the Services, and (v) LAYOVERSTOP may terminate this Agreement immediately if you breach or fail to comply with any of the provisions of this Agreement. LAYOVERSTOP may immediately deactivate your Account upon termination or expiration of this Agreement. In addition to any other Sections, Sub-Sections and clauses herein that by their terms, nature or content survive the termination or expiration of this Agreement, the following Sections shall survive the termination or expiration of this Agreement: Sections 5, 6, 9, 11, 17, 18, 19, 20, 21 and 24D.
24. Other Provisions
A. You shall not assign this Agreement (in whole or in part), or delegate or sub-contract (in whole or in part) any of your obligations, requirements, liabilities, duties or agreements herein, without LAYOVERSTOP's prior written consent. LAYOVERSTOP may assign this Agreement (in whole or in part) without your consent or approval, including to: (i) a subsidiary or affiliate; (ii) an acquirer of LAYOVERSTOP's equity, business or assets; or (iii) a successor by merger. Any purported assignment, delegation or sub-contract by you in violation of this Section 24A shall be void. No joint venture, partnership, employment, or agency relationship exists between you, LAYOVERSTOP or any Third Party Provider as a result of this Agreement or your use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under applicable law. LAYOVERSTOP's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by LAYOVERSTOP in writing.
B. All decisions, determinations, consents, approvals, rejections, denials, refusals and acceptances made, or that may be made, by LAYOVERSTOP under or in connection with this Agreement shall be made by LAYOVERSTOP in its sole and absolute discretion.
C. You shall at all times be acting and performing hereunder as an independent contractor. You will not be acting as the employee, agent, joint venturer, partner, servant or representative of LAYOVERSTOP. You will not have any authority to bind LAYOVERSTOP or any affiliate of LAYOVERSTOP in any manner and, further, you shall not in any manner advertise, represent or hold yourself out as being authorized to act as a(n) employee, agent, joint venturer, partner, servant or representative of LAYOVERSTOP, or incur any liabilities or obligations on behalf of or in the name of LAYOVERSTOP. You will make no representations, warranties, or commitments binding LAYOVERSTOP. You are not entitled to any of the rights or benefits afforded to LAYOVERSTOP's employees, including disability or unemployment insurance, workers' compensation, medical insurance, sick leave, or any other employment benefit. You are solely responsible for providing, at your own expense, disability, unemployment, and other insurance, workers' compensation, training, permits, and licenses for yourself and your employees. LAYOVERSTOP shall not be liable for taxes, worker's compensation, unemployment insurance, social security, withholding tax, or other taxes or withholding for you or on your behalf; all of the foregoing shall be your responsibility. You shall carry and maintain general liability, automobile liability, workers' compensation and employer's liability insurance. You shall not use LAYOVERSTOP's name, or the name(s) of any of the Third Party Providers, in any advertising or promotional literature or publish any articles relating to LAYOVERSTOP, the Third Party Providers, this Agreement, or the Services. You shall not use or refer to LAYOVERSTOP's logos, trademarks, copyrights or any other intellectual property of LAYOVERSTOP. You shall not use or refer to any of the Third Party Providers' logos, trademarks, copyrights or any other intellectual property of any of the Third Party Providers.
The provisions of this Section 24C shall survive the termination or expiration of this Agreement.
D. In any arbitration conducted in accordance with this Agreement, and in any litigation, lawsuit, court proceeding or action in connection with, arising out of, or related in any way to any of the Court Matters, or to the enforcement of an arbitration award rendered under this Agreement (individually and collectively, "Proceeding"), the prevailing party shall be entitled to recover reasonable attorneys' fees and other costs incurred in that Proceeding in addition to any other relief to which it may be entitled, at trial, at all appellate levels, and in post-judgment collection and enforcement proceedings, and such party may request the presiding court to retain jurisdiction after final judgment in the underlying Proceeding to add such reasonable attorneys' fees and other costs which may be incurred post-judgment by entry of an appropriate amended judgment or other appropriate ruling.
E. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa. All pronouns and only variations thereof shall be deemed to refer to masculine, feminine, or neuter, singular or plural as the identity of the person, or persons, or entity, or entities may require. In this Agreement, unless otherwise specified: (i) the words "herein", "hereunder", "hereof" and "hereto", and words of similar import, refer to this Agreement in its entirety, (ii) the words "include", "including" and words of similar import, shall be deemed to be followed by the words "without limitation", (iii) the term "persons" means individuals and entities, and (iv) the term "parties" means you and LAYOVERSTOP collectively, and the term "party" means you or LAYOVERSTOP, individually. The captions and headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision hereof. The parties agree that if one or more provisions of this Agreement are held to be illegal or unenforceable under applicable law, such illegal or unenforceable portion shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be binding upon, and shall operate for the benefit of, the parties and their respective heirs, executors, representatives, administrators, successors, and permitted assigns. The failure of LAYOVERSTOP to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not be deemed a waiver of such violation or failure to perform or of any subsequent violation or failure to perform. All remedies hereunder are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed to be an election of such remedy or to preclude the exercise of any other remedy.